Southside Bancshares (SBSI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2026, with key proposals including director elections, a say-on-pay vote, an amendment to authorize flexible preferred stock, and auditor ratification.

• Shareholders of record as of March 16, 2026, are eligible to vote, with multiple voting methods available.

• The Board recommends voting in favor of all proposals, and management will report on operations at the meeting.

Voting matters and shareholder proposals

• Six director nominees are up for election, with staggered terms expiring in 2027, 2028, and 2029.

• A non-binding advisory vote on executive compensation (say-on-pay) is included, with annual frequency reaffirmed.

• Proposal to amend the certificate of formation to authorize up to 8,000,000 shares of flexible preferred stock, not for anti-takeover purposes.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by November 25, 2026.

Board of directors and corporate governance

• The Board is 85% independent, with a policy requiring retirement after age 75.

• All Board committees have female representation and are chaired by independent directors.

• Five standing Board committees: Audit, Compensation, Innovation/Digital Banking/IT, Corporate Governance and Nominating, and Risk.

• Directors are required to attend at least 75% of meetings; all attended the 2025 annual meeting.

• Code of Business Conduct and Ethics, whistleblower, insider trading, and anti-hedging/pledging policies are in place.